When Michael Bay was brought on to direct a live action rendition of the beloved Saturday morning cartoon Transformers, emotions ran high among the series' fans. Bay is a divisive director and many felt he couldn't pull it off. When design sketches from a production laptop were leaked, people really went nuts. They couldn't believe the changes that Bay was making to the franchise they grew up with. Optimus had flames on his side when in truck form? Megatron looking like Treebeard? What the heck was Bay up to?

Of course, as we all now know, Transformers turned out to be a really fun movie. It wasn't perfect (why on Earth was Anthony Anderson in there?), but it was a surprisingly good time at the movies. Since then, co-writers Roberto Orci and Alex Kurtzman were hired to pen J.J. Abrams' reboot of Star Trek, and it appears that their enthusiasm shifted entirely to that project, because while Star Trek is a brilliant piece of updated sci-fi, Transformers: Revenge of the Fallen drops the ball at almost every opportunity. I guess the fans' fears were justified; they were just one movie off.

After the events of the first film, Sam Witwicky (Shia LeBeouf) is preparing to go to college. He's still got his trusty Camaro/giant robot Bumblebee, but plans on leaving Bumblebee behind so that he can try and lead a normal college life. He's also leaving behind Mikaela (Megan Fox), albeit much more reluctantly, and plans on keeping up a long distance relationship with her. But when he encounters a tiny sliver of the Allspark Cube, he begins to see strange symbols and can't keep his focus. Meanwhile, the Autobots, led by Optimus Prime (Peter Cullen) have extended an open invitation to all of their bretheren to take refuge on Earth. The Autobots form an alliance with the US military, helping them weed out the remaining Decepticons. Things take a turn for the worse as Megatron (Hugo Weaving) is resurrected, and an even greater threat is discovered.

The great thing about Transformers was that there was a relatively small group of robots, and you came to care about each of them. And while there was an unweildy group of humans, they got enough screen time that you cared about most of them as well (again, ignoring Anthony Anderson). Revenge of the Fallen, in its attempt to up the ante, loses sight of the characters. We've now got dozens of Autobots and Decepticons, and the only ones who get any substantial screentime are Optimus Prime, Bumblebee, Megatron, Starscream, the titular Fallen, and two unfortunate new characters known as Mudflap and Skids. Shockingly voiced by the normally hilarious Tom Kenny, the duo are a sickening amalgamation of every black hip hop stereotype you can think of, with one of them even sporting a gold "tooth." I don't think it's unfair to say that with these characters, Revenge of the Fallen enters Jar-Jar Binks territory.

And that, in a nutshell, is the problem with the picture. For everything they do right, they do two things wrong. The humans we did care about in the first film often become inconsequential in the second, shoved to the sidelines in favor of a globe-spanning plot that is at best weak, and at worst incomprehensible. The character dynamics are meager, especially between Shia LeBeouf and Megan Fox. And while Shia's blustery but awkward charm worked last time, it just becomes annoying here, especially as he tries to grow the character into a true leader. It doesn't ring true. Of the humans, the only ones I cared about were Sam's parents and John Turturro's Agent Simmons. And once again, the creative crew felt it necessary to toss in more unecessary characters, this time in the form of Sam's college roommate, who does nothing but pad the run time.

And honestly, this movie is way way WAY too long. It's two and a half hours but it feels like four. There's too much of everything except quality storytelling. Did we need a little RC car that humps Mikaela's leg? Did we need a giant robot with wrecking balls for testicles (no, I'm not joking, but I really wish I were)? Practically the only things they got right was Soundwave, who spends the movie linked up to a US satellite in space, and Starscream's sniveling subservience to Megatron. Megatron, by the way, is reduced to the level of enforcer, becoming no more of a threat than any other regular Decepticon, and in the process being stripped of mystique. It's sad to see.

The action doesn't feel as tense as in the last movie. Even when Bay cuts to full IMAX footage (a la The Dark Knight), the effect falls flat. Bay's use of the format is not as inspired or as effective as Christopher Nolan's, and while the IMAX sequences in The Dark Knight were dynamic and integral to the telling of the story, the IMAX shots in Revenge of the Fallen feel like an afterthought or even worse--a gimmick. There was only one fight where I was excited or even interested. Instead of engaging the audience and drawing them in, Bay keeps the viewers at a distance and beats them into submission with sensory overload. I know Bay has been accused of this sort of thing in the past, but on a canvas this big, it really hits home how inadequate the action actually is.

It really is a shame that such a promising franchise took a turn for the worse so quickly. I haven't even scratched the surface of groan-worthy moments in the movie. The only truly redeeming feature is Sam's parents. Played by Kevin Dunn and Julie White, the pair provide the movie's only genuine moments of entertainment. There is a tantalizing scene where they are vacationing in Paris, having unburdened themselves of Sam's presence, and I swear that all I could think of was a spin-off, Witwickys In Paris. It would be everything that Revenge of the Fallen is not: Funny, to the point, and enjoyable. If you liked Transformers, you might get a thrill out of spotting the new characters and some new robot-on-robot action (no, not that kind, you perv, although that sort of mentality would not be out of place with the juvenile attempts at humor littered throughout the flick), but more likely you'll come away disappointed and angry, just like I did. If you didn't like the first, then there is absolutely nothing to recommend about this entry. Witwickys In Paris, on the other hand...